The Way That I Need You
by sangreal7
Summary: The way that they need each other changes in the course of a single night.  Please take note of the M-rating.
1. Chapter 1

**A/N: ****This story takes place after the events in The Internet Is Forever, therefore a SPOILER Warning applies. **

**I was struck by Morgan's reaction when he was interviewing one of the suspects who had child porn on his computer. It made me wonder about how much it affected him. I gotta say, I love where this went! **

**WARNING : STRONG SEXUAL CONTENT – Note: The reason for the M-rating starts at the very beginning of the story. ****Please take careful note**** if that is not your cup of tea! Otherwise, read and enjoy! **

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a ****little**** lot :)**

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Curling her fists uselessly into the fabric of the couch beneath her, Penelope thrust her hips upward, reaching eagerly for the hot, wet mouth that was currently driving away any vestige of sanity she had left. Derek slid his hands higher, along her naked thighs, pushing her robe up further as he went. He took a tighter grasp of her hips and tugged her forward. Bringing her closer. Just that much closer to his tongue, which tore through her sweet center. His tongue licked and swirled, lips teased and sucked as she chanted his name above him, softly, steadily, mantra-like, writhing in his grasp.

The path his hands had taken over her skin left fire singing through her veins in its wake, but when his mouth had followed, the inferno blazed out of control.

He was intent on pleasuring her, but really it seemed as if he were taking just as much, as if her pleasure was feeding a deeper need in him.

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Half an hour earlier

Penelope stumbled out of the steamed up bathroom bare-footed, hurriedly tying a knee-length, peach-flowered robe about her body. The silken material clung to her wet skin and she absentmindedly blew an unruly tendril of steam-curled red hair out of her face. Unbidden, her mind flew to the last time someone had knocked at her door in the middle of the night while she was in the shower. Oh well, at least there'd been no one in there with her this time. When your boyfriend behaves like an ass for the millionth and last time and finally you dump him, you get to wash your hair in peace again.

By the time she got to the door, the knocking had begun again, and now sounded decidedly agitated. Her glance through the peephole was really just habit … she was already sure she knew who it was. Penelope pulled the door open, only to be immediately drawn into the brawny arms of her best friend.

As Derek tugged her hard against him, she could feel the waves of tension coming off him. He immediately buried his face in her hair but in the quick glimpse she had got, Penelope saw the stubble decorating his jaw and the weariness in his eyes. She realized that he had never gone home after the team had returned from Idaho earlier that night.

Then she heard him mumbling something against the side of her head. Proper words were impossible to decipher.

"What is it, baby? What's the matter?"

Morgan pulled away just enough to let her hear his words.

"She couldn't have been more than twelve! Christ, Pen, twelve! And that bastard just sat there and called her _insurance_. He had that sick video as _insurance_! I could have fuckin' broken him in half right there."

Understanding now, Garcia gently and silently moved back, easing him forward with her so that he was inside the apartment. She pushed the door shut with one hand then let it join the other to soothingly stroke the tight muscles of his back.

"I needed to see you. I just needed to be around your warmth, your sweetness tonight." Derek's words were muffled again, as he clung to her, but she could still hear him. The raw pain in his voice tore her heart to shreds. "I just want to remember that there are good, sweet, loving people in the world. I'm sorry for dumping on you like this. Baby, I …"

"Shh, sweetness. You're not doing anything bad." Penelope spoke softly into his ear. "Don't be sorry. I'm glad you came."

Some days Morgan wondered if the darkness would swallow him whole and leave nothing behind. Only Penelope could help. Being with her took the darkness away and made him really alive again. He needed her.

He started to thank her for everything she did for him, for everything she was to him. As he raised his head to tell her, he noticed that her lower lip was caught between her teeth, and Derek surprised himself by inexplicably wanting to bring his mouth to hers and kiss her senseless.

She looked up in the same instant, and their eyes met for a fleeting moment. In the second before she glanced away again, appearing not to notice anything, he had seen acceptance in hers, acceptance … and desire. Desire that he suddenly – finally – understood, matched his own.

In the space of a single heartbeat, Derek became ultra aware of the woman whose body was pressed up hard against his own. Penelope wore only a short robe, the silk of which was not sliding smoothly against her skin under his hands. Instead, it clung to her body, sticking to her in places where he quickly deduced her skin had to be wet.

Taking in the damp curls framing her beautiful face, he recognized that his knocking must have brought her out of the shower. The realization that she had to be totally naked under the flimsy barrier of silk between them instantly made him thoroughly and painfully aroused. He was holding her so tightly against him that it was impossible for Penelope not to notice, and he saw the precise moment that she knew it, when her eyes flared wide and locked with his.

Penelope had been torn between being there for her best friend when he needed her, and the flood of desire that washed over her when she finally paid attention to the firm muscles of the jeans-clad thigh pressed between her own practically naked ones. She had even bitten her bottom lip to prevent a moan from escaping.

Now she jumped slightly in his arms and her eyes flew to his face when she felt the unmistakable press of his erection against her. She made a single, half-hearted attempt to move away, but the soft groan of protest from Derek as he squeezed his arms to hold on to her brought an immediate halt to her movements.

Derek brought one hand up to cup Penelope's jaw gently, as she stared in fascination at the searing heat she saw in his eyes.

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A/N: Hope you liked it!


	2. Chapter 2

**A/N: Thank you very much for your lovely response to this story. You guys are making me so happy.**

**WARNING : STRONG SEXUAL CONTENT **

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

* * *

Cradling her beautiful face tenderly, Derek slowly lowered his mouth to Penelope's, inch by torturous inch, giving her time to stop him if she wanted to. His heart leapt within his chest when instead of pushing him away, Penelope leaned in and closed her eyes.

Needing no better invitation, Derek closed the final distance separating them and pressed his mouth to hers in a kiss he intended to be soft and sweet – just like Penelope. Neither one of them was prepared for the conflagration that resulted the instant their lips touched.

Derek and Penelope were both so stunned at the impact of that simple touch that their mutual reactions were quite comical. Both froze and two sets of identically surprised eyes flew open. Seeing Derek's wide open eyes right in front of hers, Penelope giggled and in so doing, broke the kiss, while Derek uttered a soft "Wow!"

A second later, laughter and talking were forgotten as kissing became the most important thing in the world. Penelope wound her arms around Derek's neck as he grabbed fistfuls of her damp hair, the better to angle her mouth to his.

Penelope clutched hard at Derek's shoulders as the kiss intensified and they were plundering each other's mouths, each one stroking their tongue wildly against the other's.

Then Derek tore his mouth away from Penelope's, only to fasten his lips to the column of her neck, sucking hard and then easing the sting with warm swipes of his tongue.

"Oh god, Derek!" Penelope cried out, throwing her head back and giving him much better access.

Growling incomprehensible words, he kissed and bit his way down her neck, past her collarbones and down the open vee of the silky robe, rejoicing in the moans and whimpers this elicited from his Baby Girl.

Reaching between them, Derek fumbled with the knot of her belt, but it wasn't coming undone fast enough. Frustrated, he simply grasped both sides of the robe where it crossed over her breasts, and pulled upward sharply.

With only minimal resistance, the material dragged up past the belt, to pool over Penelope's breasts. Looking down at what Derek was doing, she gasped sharply when he pushed the bunched up cloth aside and bared her creamy breasts to his gaze.

She had a tiny moment of doubt when Derek simply stood there, no longer moving. It grew into fear when he stepped away from her, making her lose her grip on his shoulders. Just as Penelope was about to reach down to cover herself up, Derek spoke.

"Penelope? Baby Girl?" As she looked up, she realized that Derek was holding himself unnaturally still, but there was still that heat in his eyes. She could still see it, even though his gaze was glued to her chest.

"Tell me you want this, Sweetheart. You gotta say now, because baby, the minute I touch your tits, ain't no way I'm gonna be able to stop anymore."

Penelope released the fear-filled breath she'd drawn in when he had begun to speak. Her answer was to reach out and take his hands in her own. Never breaking eye contact, she drew his hands towards her and told him in a voice hoarse with desire, "Touch me, Derek. Please."

Derek's eyes blazed at the sound of her voice. Swiftly, tearing his hands out of her gentle grasp, he leaned forward and cradled the full, heavy mounds in his big hands. He made a sound of pleasure deep in his throat when they filled his hands to overflowing. He simultaneously squeezed and circled his thumbs over her pretty nipples.

Penelope released her own drawn out moan of pleasure and grabbed hold of Derek's broad shoulders again to steady her suddenly trembling legs. She held on even tighter, moaning again when Derek pushed the twin globes together, bent his head even further, and dragged his tongue slowly across both nipples.

"Ahhhh!" At the sound of her third moan in as many minutes, Derek began to pay even more direct attention to the beautiful bounty in his hands. As he moved his head back and forth, sucking and licking first one nipple, then the other, then swiping his tongue around the areolas, he stepped closer and pressed his lower body into hers again.

Feeling the trembling in her legs, Derek nudged Penelope with his whole body so that she had to step backward. Never releasing his hold on her, he encouraged her to walk backwards till she reached the couch, his talented fingers caressing her all the while.

Finally moving his hands away to take hold of her shoulders, he guided her to sit down, then leaned her back, saying softly, "Lie back baby." When she complied, resting her head against the far armrest, Derek positioned himself with one knee between her legs, and his other leg braced on the floor, taking his weight.

Taking in her wide eyed gaze and her impassioned breaths, Derek was stunned at the turn of events. He had never expected this when he had arrived on her doorstep. He knew Penelope, knew that this would have caught her off guard as well, so he wanted to reassure her.

"My sweet, lovely girl." He murmured, watching her smile, "You're so damn good to me. I don't deserve you."

"Yes you do, Hot Stuff. You deserve everything good." Penelope's voice was still rough with want. "Kiss me again, Derek. I want more kisses."

Bending down, he whispered, "I'm gonna be so good to you tonight, Baby Girl," before he kissed her again, their passion intensifying at the touch of each other's lips.

Without breaking the intoxicating kiss, Penelope slid her hands down Derek's arms, and then moved to his waist. Getting her hands under his t-shirt, she moaned into his mouth as she came into contact with his warm, silky skin. The muscles of his stomach jumped under her feathery touches, and it was Derek's turn to moan into the kiss.

When she tugged at the shirt, trying to bare more of his delicious skin, Derek reluctantly lifted his mouth away from Penelope's. Leaning back slightly, he yanked the t-shirt over his head and flung it behind him. Immediately, Penelope reached up and rested her hands on his rock-hard abs. Pressing lightly, she dragged her hands upward. When she reached the tiny buds of his nipples, she flicked them teasingly with her nails.

At Derek's hiss of pleasure, Penelope slid her arms around his back. Murmuring, "Come here baby." she pulled him close. Derek went willing. At the first touch of his rippled muscles against her sensitized nipples, Penelope cried out and arched her upper body, her eyes sinking closed, her head curling back against the arm of the couch. Derek took the opportunity to run his tongue sensuously along the valley between her breasts.

Reaching between them, he pushed Penelope's leg off the couch and ran his hand up the inside of her thigh. Stopping short of her heated center, he was rewarded with a whimper of protest and the arching of her hips up to force his hand closer.

"Tell me what you want, Penelope." So few words had been spoken between them tonight that she was almost shocked to hear the huskily spoken statement.

Penelope opened her eyes to find Derek staring down at her while his fingers traced slow, hot circles on the inside of her thigh.

_Face it, Penelope. You'll probably never have this chance again, so just go for it. _


	3. Chapter 3

**A/N: Thanks again for your lovely reviews to this story!**

******WARNING : STRONG SEXUAL CONTENT **

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

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"Tell me." Derek demanded again, his intensity and the images going through her head combining to make her blush.

Gathering her courage, Penelope spoke in a near whisper, not meeting his eyes. "Make me come, Derek."

"Whatever you wish, baby."

Understandably, Penelope was surprised when she felt him move his hand, and lift himself away from her. For the second time that night, she found herself having doubts about what she was doing. Those doubts were even more quickly dispelled this time around, because suddenly there was the sensation of warmth and wetness on her tummy, making her squirm.

Penelope's eyes flew open to find that Derek had shifted position so that he was now seated at the far end of the couch, leaning sideways and bending over her to tease her sensitive tummy with his wicked tongue.

When she squirmed again, Derek looked up with a teasing smile, "Sensitive much, Baby Girl?"

Not waiting for an answer, he bent his head again saying, "Bet I know where's even more sensitive."

Penelope squealed softly as his mouth fastened on her core and he sucked sharply.

**Present Time**

Which was how she came to be spread-eagled on her couch, hands frantically trying for purchase, while Derek teased out her most intimate secrets with his very gifted tongue.

Mere moments later, the sensations were almost too intense to bear and Penelope found herself trying to shift her hips away from Derek's mouth to gain just a little respite.

A muffled "Uh-uh" came from somewhere down between her legs and Derek gripped her hips even tighter, leaving faint marks she would only find the next day, and ground his tongue hard against the tight little nub of her clit.

"Derek!" The cry was agitated. Immediately Derek eased the pressure, now lightly flicking his tongue over the sensitized little spot, till Penelope felt the tension rising in her body. In seconds she was crying out his name again as waves of pleasure washed over her, radiating out from her core.

When Penelope could think again, she reached down and grabbing hold of Derek's upper arm as he rested his head on her stomach, she tugged sharply. In response, he rose and resumed his previous position, hovering over her as she reached up to kiss him and taste her essence on his lips and tongue.

Then she broke the kiss and pushed him backward. Surprised, Derek moved away as Penelope rose to a seated position. Quickly she scrambled across and straddled him as he sat on the couch, sitting slightly backward, balancing herself on his knees.

"My turn!"

He didn't get it. "What, Baby Girl?"

"My turn." This time Penelope accompanied the words by busying herself with the buckle of his belt. Derek was so bemused at the turn of events that she managed to have his belt undone, jeans unzipped and was sliding off his lap and tugging at the jeans and boxers before he regained the presence of mind to lift his hips to help.

Penelope dragged the garments down his legs, leaving them to pool around his ankles. She took in the fully erect length of his arousal with a quiet murmur of appreciation. Then she reached forward to wrap her hand around him and make the first stroke up and down. At the feel of her soft hand on him Derek's hips bucked upward involuntarily and a long hiss escaped his lips.

It was only when she knelt in front of him that Derek understood what her intention was.

He reached out a shaking hand to block her from moving forward.

"Baby Girl. It's okay. You don't have to …"

On her knees before him, her robe untidily rumpled, her hair wildly curling and her mouth swollen from his kisses, Derek found that she had never looked sexier than right at that moment.

With her hand still wrapped around his erection, Penelope looked directly at Derek. "I know, but this is what I want Derek. Let me do this for you."

He moved his hand to stroke her face gently, and then closed his eyes in anticipation as she leaned forward over his lap. Expecting a tentative touch or kiss, Derek was shocked into a guttural cry of pure pleasure as Penelope immediately enveloped as much of his length as she could and sucked hard.

At his reaction, she giggled around her mouthful of him and he very nearly came off the couch, he bucked so hard at the vibrations her little laugh had caused.

"Good God woman!" Derek was shaking as he settled back, "You're going to kill me."

She didn't answer verbally; just slid her lips back along his length, releasing him slowly till only the head remained between her parted lips. Her hand was still curled around the base of his dick, and now she began to pump slowly as she teased the head with her wonderful tongue.

Her teasing had brought him so close to the edge that, in not very many minutes, Derek was pumping his hips in time with Penelope's actions and she felt his hand which had wandered into her hair tighten its grip.

"Baby, I'm real close … I'm gonna …" Penelope felt him try to pull back and now it was her turn to hold his hips in place as she sped up her pace. When he stopped trying to pull away, she reached one hand between his legs and cradled his sac in her palm.

Tickling gently underneath in time with her suction, she gave a gentle rub and then Derek was crying out her name and bucking hard into her mouth, coming in thick spurts that she swallowed eagerly.

While he calmed down, Penelope gently cleaned him off, enjoying the feel of him only slightly softened against her tongue.

Reaching down, Derek pulled her up and into his lap. Penelope curled against him as he wrapped his arms around her and pressed sweet little kisses all over her face.

"Baby, that was … amazing!"

"You're welcome, Hot Stuff." She gave him a pert little grin. "So how 'bout we take this party into the bedroom?"

"Damn good idea, sweetheart."

Penelope slid off Derek's lap and helped him remove his shoes and slide his jeans and boxers off. Gathering his clothes, she preceded him into the bedroom, knowing that his eyes were glued to her swaying hips.

Though they had to work in the morning, neither Penelope nor Derek got very much sleep at all.


	4. Chapter 4

**A/N:Thank you so much for your lovely reviews for the last chapter. Sorry I couldn't update yesterday, but here's chapter 4 ... enjoy!  
**

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

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When Derek awoke later that morning to the sound of the alarm on his phone, he shut it off and immediately turned to reach for Penelope. She wasn't there. Opening his eyes and lying still, he listened for sounds in the apartment, and concluded that since the bathroom appeared untenanted, she was most probably in the kitchen.

Satisfied for the moment, he stretched lazily and grinned to himself as he remembered the previous night – easily the best night of his life, and the beginning of the rest of his life. A life with his Baby Girl. Though this was never how he had planned on it happening, there was nothing he had ever wanted more.

He had never known what it was to need someone as much as he did Penelope. In his turbulent past, Derek had always believed need made you vulnerable; left you open to being hurt. He had needed his father and he died. He had needed his mentor, and Buford betrayed him in the worst way possible. After that, Derek made sure he was never in a position for anyone to access that part of him.

Of course, the lie inherent in his thinking was that he had always needed his mom and his sisters. However, it was also always easy to bury the feeling under his urge, his responsibility to protect them. He had never before understood that needing someone didn't mean you had to lose yourself in the process.

Needing Penelope was everything opposite – it made him feel stronger, safer. In fact, it made him feel a little invincible sometimes, which had gotten him into more than one tight spots with her, strong in the conviction that she had accepted his trust and would keep it safe.

The darkness which had been on the verge of dragging him under was gone, banished by the light that was his beautiful, warm-hearted Baby Girl, and by her unequivocal acceptance of everything he was – good and bad.

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He had brought up his go-bag from his car in the wee hours of the morning, when it became clear he was staying, and now, eager to simply be in her presence, he grabbed some clothes from it. After showering and changing, Derek went to find Penelope.

Walking into the kitchen, he realized she was already dressed for work – in an orange and yellow ensemble only she could make look so effortlessly pretty. He walked up behind her where she was standing at the counter and slid his arms around her waist. Nuzzling her neck, his voice low and sexy, he murmured, "Good morning, Sunshine."

"Morning Hot Stuff. Sleep well?" Penelope's voice was almost brisk.

"Hmm, I sure did." Derek turned her around in his arms. As he was about to kiss her, the timer on the microwave beeped.

"Whoops … that's breakfast!" Penelope slipped out of Derek's arms and moved toward the microwave. It happened so quickly that it was at least a minute, during which she busied herself with cups and plates, before he realized she had deliberately avoided his kiss.

Derek stepped back and shoved his hands into his pockets, reevaluating how he had planned to handle things this morning. After a moment of thought, he spoke quietly.

"Penelope, we need to talk about what happened last night."

She turned from the counter to look at him and asked, "Why?"

Derek was amazed to discover there was what appeared to be genuine curiosity and confusion in her voice, as though they would be talking about where to have lunch, or something equally mundane.

She continued quietly when he did not speak, "You needed something last night Derek, and I'm glad I could have provided it. This doesn't have to change anything."

"But things have already changed!" Derek sounded troubled, "And besides, what if I want them to change? What if I don't want last night to be the last night we're together like that?"

"Hot Stuff, it's okay." Penelope tried to reassure him, touching his arm gently. "You don't need to feel guilty. I know that you're not thinking of me as just another hook-up, or a one night stand. You don't have to be afraid that we'll lose our friendship over last night."

Penelope genuinely thought she was telling him what he wanted to hear. So she wasn't prepared for the blazing anger with which his next words were delivered.

"Why can't you see that it's different? I've always been different with you. Don't you see? You're saying I'm still the shallow player you met six years ago! Haven't you changed? Why can't I have changed too?"

Penelope tried to speak, but Derek did not give her the chance.

"Penelope, answer me this." There was a stubborn cast to his expression that kept her silent. "Can you bear the thought of another man kissing you? Of someone else touching you, stroking you … being inside you? Ever again? Can you?"

It took only an instant of stunned surprise for her to get it. Wordlessly, she shook her head. It was impossible. The very idea was abhorrent. She felt sick at the thought.

Derek watched the emotions play across her face – surprise, disgust, awareness. That she knew what he meant was not in doubt. Yet the one emotion he had hoped to see – understanding – was not to be found. His stomach turned. He felt hollow, but at the same time, his chest was so tight, he could hardly breathe. He had to get out of there.

His expression was tormented and he couldn't quite meet her eyes as he said, "How little you must really think of me if you can't even consider that I might feel the very same way."

His words, and an expression in his eyes that looked very like anguish as they finally met hers, left Penelope tongue-tied and unable to respond to him. When she said nothing, Derek's expression became shuttered. He turned on his heel and left. Moments later, the front door of her apartment closed.

* * *

Walking away from Penelope had taken all of the energy that Morgan had. He stood aimlessly on the landing outside her apartment, go bag hanging forgotten from one hand. He couldn't come to terms with what had happened between him and Penelope. He'd been so sure – from the moment they had first kissed, he'd known that was it for him. His wandering days, his lonely, empty days were over.

How was it possible that she didn't feel the same way? How? He had never felt more alone. Not even when he'd woken up in some strange bed with a woman he barely knew. He didn't know anything could hurt like this. How could she doubt him? She _knew_ him. She was his best friend …

But then, that was just it, wasn't it? She was his _best friend_. She wasn't in love with him. Last night was just about comfort sex. He was suddenly sure of it. Kevin wasn't in the picture anymore, so she wasn't hurting anyone else. Derek understood then. He wasn't what Penelope wanted as anything more than a friend.

He understood, and he would have to respect it, or lose her friendship forever, and that thought was intolerable.

But God, he had never imagined falling in love would hurt so goddamn bad.


	5. Chapter 5

**A/N: I really love the wonderful reviews from everyone to this story. Thank you so much!**

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

On the other side of the apartment door, Penelope stood rooted to the very spot in the kitchen where Derek had left her.

She had woken that morning in his arms, and in the grip of the greatest fear she had ever known. It was worse than any of the fears she harbored daily for Derek. Worse even than the fear of her own life slipping away from her as she'd once come so close to.

No, this was a different fear. She had looked at the incredible, wonderful man lying asleep in her bed, and in the clear light of day, knew the indescribable fear of losing him from her life. They had only just started to recover from the incident with Tamara Barnes that had almost destroyed them. She was deathly afraid of anything which put that tenuous harmony at risk.

There were several important things, Penelope felt, which correctly informed her fears.

The first was that Derek could never be allowed to think he might have hurt her in any way. If he thought for a moment Penelope felt cheap or used because of last night, it would break him and be the first nail in the coffin that buried their friendship.

The second thing she was sure of was that she could never, ever let him know how much last night had meant to her. Sure, it had started out as her just wanting to soothe the enormous hurt he had been feeling.

As much as she had been totally turned on from the first moment she found herself practically half naked in his arms, it was still about comfort for him, even through those first glorious kisses.

However, the moment he had bared her breasts to his heated gaze, and gave her the choice to stop what was happening before he couldn't – well right there, it became just as much about Penelope making love with the only man she'd ever truly loved.

She had decided that she would take her chance and never regret that it couldn't be more because Derek wasn't in love with her.

Last night proved without a doubt that he wanted her, but it wasn't the forever kind of love. Derek wasn't looking for that. Penelope knew her best friend – he would feel incredibly guilty if he realized that she felt something that he couldn't return. That would also damage their friendship, and she could not let that happen.

It was why she had slipped out of the bed, showered and dressed, all without waking him. It was why she tried hard not to look at him and think of how perfect he looked, peacefully asleep, with his arms hugging her pillow tightly to him.

It was also why she had carefully planned how she would behave when he woke up, and exactly what she would tell him so that he would know right away that she was perfectly okay with their friendship continuing exactly the way it had always been.

XXX

Penelope had known the moment Derek walked into the kitchen. When he had wrapped warm, muscular arms around her and his sexy voice had sounded right in her ear, it took all her resolve not to turn around and lose herself in his embrace. Reminding herself of just why she couldn't do that had made her greeting to him brisk and short, but she tried to be as cheerful as she could manage.

However, there was no possible way she could let him kiss her again. If he did, she knew she would throw her arms around him, and just beg him to love her. So she avoided the kiss she had known was coming.

Penelope had to admit that she hadn't _really_ listened to him when he began to talk. She did however, hear when he said that things had already changed, and that was when she completely panicked. Exactly what she was afraid of was happening already! So, she put her plan into action. She told him what she thought he wanted to hear.

She was wholly unprepared for his explosive anger, and the horrible things he had said. He never even gave her a chance to speak! Of course he wasn't the same person! She _knew_ that – life and responsibilities had matured them both. Penelope knew that he didn't pick up a different woman every Friday night anymore – he just wasn't about that kind of life anymore.

Just as she opened her mouth to tell him how wrong he was Derek hit her with another shock – asking her to think of letting someone else touch her. With inexpressible horror, Penelope discovered that there was something greater to fear than losing Derek's friendship, and all her carefully constructed defenses came crashing down.

She was lost, bereft. It took the wind right out of her and she desperately needed to sit down. If Derek wasn't in love with her, but she could never be with anyone else, where did that leave her for the rest of her life? The only answer was … alone.

The shock of it was why Penelope had almost missed the most important thing Derek had ever said to her.

"_How little you must really think of me if you can't even consider that I might feel the very same way."_

He was already leaving by the time that sentence had made its way through Penelope's brain and emerged again, bringing comprehension with it.

She didn't! He was the most amazing man she had ever known; smart, strong, brave, warm, funny, tender … she could go on forever thinking up adjectives to describe him. She couldn't possibly ever think little of him – he was everything to her, her whole world was wrapped up in Derek Morgan – and she would never change that, no matter how much pain it brought.

Then that was when the rest of his sentence finally made sense to her beleaguered brain … that marvelous implication that _he felt the same way_!

If it was true … if he did … oh God, if he did!

If he did, if he couldn't imagine being with anyone else, ever, then it had to mean that he … that Derek, wonderful, amazing, god of a man, Derek Morgan … LOVED her!

He loved her, the same forever way that she loved him. The sweet, giddy relief she felt as she savored the thought made her heart sing.

The waves of emotion rushing through Penelope in those moments were almost too much for her to bear. She had gone from the desperation of knowing she would be alone for the rest of her life, to the absolute opposite end of the scale to face the possibility Derek was actually in love with her. All in just a few minutes.

So she could be forgiven for not being on top of her game … for not reacting as she should have … right?

That was when it hit her. She had to stop him! She couldn't possibly let Derek walk away with this huge misunderstanding between them. Somehow, Penelope knew she had to fix this now. Way more than last night could ever have done, this left unresolved, could truly destroy the best thing in their lives.

But this one, she really could fix. Penelope ran to her door and flung it open, hoping she could still catch Derek before he left. If not, she would just go after him. As she reached the top of the stairs, she saw him just about to reach the next landing down.

"Derek! Wait … please!" Penelope cried out to him, her heart in her voice.

There was the slightest hesitancy in the massive frame of the man in front of her, but then he kept walking, not speeding up but not looking back either. Even from the back, he looked defeated.

As he reached the landing, Penelope knew there was only one thing that might stop him. It was time to take hold of her courage. The white-knuckled grip she had on the stair railing being the only outward sign of her anxiety, she let her gentle voice, full of the depth of her feelings, carry clearly to him.

"I'm in love with you."


	6. Chapter 6

**A/N:Thanks so much for your wonderful reviews. Almost there now, only one more chapter after this one.**

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

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It was unnerving how fast the man could move when he wanted to. Derek whirled around and took the stairs two at a time. He came to a dead stop immediately in front of Penelope, staying one step lower so he was at eye level. They spoke almost simultaneously.

"I'm sorry, Derek."

"Say it again!" His tone was harsh, but the look in his eyes was haggard, desperate and vulnerable.

"I'm so sorry." Penelope cried softly, pure anguish coloring her voice and her shoulders trembling.

Derek shook his head impatiently. He held his body so stiffly his muscles hurt, but he was still so afraid to give in to the hope that had flared in him when he'd heard her words.

"God no! Not that." Now the desperation was in his voice too.

Then she understood. Penelope relaxed her grip on the railing, her tormented expression softened and in her eyes, her feelings shone clear. Her voice was gentle and her lips formed a tremulous little smile as she told him what she knew he wanted to hear, "I'm in love with you, Derek. I really, really am."

Then Derek was taking the final step upward, pushing her backwards with his body, and finally yanking her hard into his arms, go-bag falling unnoticed next to them. Penelope wrapped her arms around his waist and held on, weak with relief as she thought of the enormity of what she had almost lost.

Derek growled a single word. "Penelope." The echo of pain still colored his voice.

Then both his hands fisted in her curls and his mouth was on hers, crushing her lips and bruising them as he kissed her, quick and hard. She gasped a little at the burn and he used the opportunity to immediately thrust his tongue into her mouth, claiming her as his.

There was passion in the kiss, but there was censure too and Penelope knew it. She understood and responded with all of the passion in her heart, giving him her regret, her forgiveness and her love, all with that one kiss.

Finally, Derek tore his mouth away from hers, instantly noticing the redness of her swollen lips. He used his thumb to soothe them softly, but did not apologize. He sure as hell wasn't sorry for making Penelope understand that she was _his_, gentleness be damned.

He stared deep into her eyes. "I love you so damn much woman. So damn _much_, Penelope."

"I know baby, I know." Smiling, she reached one hand up to rest it tenderly against his cheek, as she stroked his back tenderly, lovingly with the other. She rejoiced in the feel of his firm muscles under her fingers. She wanted every touch, every kiss she ever gave to Derek again to always show him how much she loved him.

Suddenly, Derek pulled away from Penelope, turning them both away from the stairs in the process.

"Come on, baby."

Grabbing up his bag with one hand and her hand with the other, he tugged her in the direction of her apartment. Penelope opened the door and he propelled them both inside. The second the door was closed, Derek spun around and crushed her between his body and the door.

"I need you … now! I have to be inside you." He growled the words as he discarded his bag for the second time. Bending to kiss her again, Derek met her lips rising to meet his.

Their kissing was desperately eager, open-mouthed and wet, as they tried to say everything with kisses. Penelope felt the moisture flooding her as Derek's hands roamed her body, stroking and caressing.

Then he grabbed the hem of her skirt with both hands and yanked it up, pushing the material up past her hips. Penelope cried out as Derek's hands landed on her bare thighs and her ass, his touch rough and urgent.

Breaking the kiss, he pushed away from her and reached for his belt. Unbuckling it, he unzipped his pants, reached in and took himself out. He was more than ready for her.

When she reached for him, Derek let her have her way for just a moment, relishing the feel of her hands on him. Soon it was too much. He grabbed on to her hips again. Penelope arched against him, rising up on her toes.

Derek took hold of her panties and tore them away with a single hard tug. As Penelope gasped, he slid two fingers into her, testing her readiness.

"Aaah, Derek … please!" Penelope cried out at the intense pleasure.

"Lock your arms around my neck." Derek commanded and gave her a feral grin when she lifted them immediately to comply. He raised her right leg and wrapped it around his waist. Positioning himself, he thrust his hips forward, seating himself deep inside of Penelope and drawing a scream from her throat.

Derek swallowed the end of the scream with his kiss as he pounded hard into her, their bodies slamming against each other. For endless wonderful moments, they rocked against each other, Penelope meeting Derek's every thrust with an answering one of her own.

Soon after, Derek heard the sound he remembered from last night – Penelope whispering his name over and over, in time with his thrusts. When he was very near his climax, he reached down between them and pinched her clit between his thumb and forefinger.

Penelope's whispers turned to loud cries as he twisted and pulled gently, bringing her close to her own release. Derek sped up his thrusts and matched the rhythm with his fingers, determined to bring them both off together.

Then he growled in her ear, "Come with me, Baby Girl, right now!"

With a final thrust, he spilled his release inside of her, just as she screamed his name and exploded around him.

As Penelope came down, figuratively and literally, lowering her leg to the floor, she could have sworn she heard Derek mutter softly against the soft skin of her throat, "Mine."


	7. Chapter 7

**A/N: We've come to the end of this one. Thank you all so much for your wonderful reviews, alerts and favorites. It's been great sharing this with you.  
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**A/N 2: If you want to know a little more about me, check out my interview in the Chit Chat on Author's Corner forum. While you're there, have a look at some of the other wonderful topics in the forum!**

**Disclaimer: I own nothing of Criminal Minds. I'm just playing a little :)**

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Not long after their explosive climax, Derek led Penelope into her bedroom and tenderly, but quickly, finished undressing her, kissing her body as he bared it to his eyes.

He removed his jeans, and tossed them to the floor, when she protested softly, "Derek, baby, we have to go to work."

In response, he paused, reached for the phone on his belt of his discarded pants, and quickly dialed a number. Looking directly into her eyes, he spoke.

"Hey Hotch. Yeah, it's me, man. Garcia and I won't be in today." Derek listened for a moment, and then said, "Yeah, both of us. She's … not feeling well. I'm gonna take care of her."

With a final, "Okay, man." Derek hung up the phone, tossed it on the nightstand, and calmly removed the rest of his own clothes. Taking Penelope's hand, he guided them both till they had slid under the sheets and lay facing each other.

"You lied to him." Penelope smiled as she said it. "He won't like that."

"And just who's gonna tell him? You?" He raised one eyebrow teasingly at her. "Then you'll have to tell him the real reason why."

For a moment, Derek watched enthralled as a blush suffused her face and neck, then he said gently, "I had a good reason, Baby Girl. We need to talk … really talk this time."

Penelope nodded seriously. Not even waiting for the question to be voiced, she answered it softly, meeting his eyes with honesty.

"I got scared Derek. I woke up this morning … and I panicked. I was so scared we could lose what we had because of last night."

"Why would you think that, sweetheart?" Derek asked her softly as he raised one hand to caress her cheek. "What got you runnin' so scared from me?"

The hollow plea in Derek's voice made Penelope realize just how much she had hurt him, and for the first time, tears ran down her cheek. She reached up for the hand that still rested there and held it tightly.

"I'm so sorry, Hot Stuff. I really am. I never, ever meant to hurt you."

Derek waited, knowing there was more. Stroking his fingers, Penelope continued, "Derek, I've been in love with you for a very long time …"

She paused, astonished at the huge grin that split his face. Derek leaned forward and kissed her soundly. Then he leaned back, and motioned for her to go on.

Penelope giggled. He was silly when he was happy. As his hand slid from hers and traveled down to rest lightly on her hip, she continued more seriously. "I figured I had every possible scenario covered when you came into the kitchen this morning. Then you hit me with the one thing I had never, ever considered."

"That I felt the very same way about you, Baby Girl?" When she nodded solemnly, Derek continued, "I've been in love with you for a long time too, sweetheart. Though, I didn't plan what happened last night."

"I know baby." Penelope interrupted him.

"Not that I wasn't planning on making it happen _some_time … preferably sometime very soon." Derek told her then.

When her eyes opened wide in surprise, he reassured her immediately, "Oh, Baby Girl. Of course I was going to tell you how I felt! I was just waiting to do it right, take you out somewhere special … but we haven't had any real downtime in ages."

Running his fingers through the curls falling over Penelope's face, Derek studied her so seriously that she knew what he was about to say was something which affected him deeply. She was right.

Taking a deep breath, Derek drew his hand slowly down to cup her face and spoke, his voice a soft rumble, "Baby Girl … last night, when I said I needed you … I meant it, more than you could possibly know. I need you for everything I told you, your warmth, your sweetness and your pure joy for life."

When Penelope went to speak, tears sparkling in her eyes, Derek laid his thumb tenderly against her lips to forestall her words.

"But it's more than that, girl. I need to be yours, to be your man. It means everything to me to know you would want to be with me. I … I'm not perfect … not what you …"

As he faltered suddenly, it was Penelope's turn to press a finger to his lips.

"You listen to me, Hot Stuff. I do not need what you're calling 'perfect'. I never have. What you think are faults Derek, are some of the very things that made you the man you are." She gripped his chin to force him to look at her. "That is everything I need."

This time it was Penelope who reached forward to kiss Derek, touching her lips gently to his. When he responded, she smiled against his mouth. The kiss was tender and sweet, a loving expression of the words they'd said, and those still left unsaid.

Long moments later, they drew apart, but remained looking into each other's eyes.

Unexpectedly, Derek broke the mood and pulled Penelope fully into his arms, cradling her close. There was a wicked little smirk on his face and his eyes flashed teasingly at her.

"Okay, enough talk Baby Girl … I know it's the middle of the morning, but you and I need a nap."

"A nap?" She looked up in astonishment at him from the circle of his arms.

"Yeah, a nap." Derek murmured, bending to kiss her, "'Cause I got plans for you later woman, and you better get all the rest you can now."

Giggling at his suggestively wagging eyebrows, Penelope cuddled closer, resting her head on his chest, letting his warmth and steady heartbeat lull her into sleep.

She felt safe, in his arms and in his love. Safe too in the knowledge that they had not lost their friendship, but instead gained a love to last a lifetime.

FIN


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